-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J4l4n+73OAvUpysDUeLxRBXXvB0jwM7lcDDkoTYAtvQvZCmJzHe6GlTrAXKxQZ7j KcE6pryRt/ayshCmmhPsbA== 0000069499-98-000023.txt : 19980827 0000069499-98-000023.hdr.sgml : 19980827 ACCESSION NUMBER: 0000069499-98-000023 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980630 ITEM INFORMATION: FILED AS OF DATE: 19980826 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MYLAN LABORATORIES INC CENTRAL INDEX KEY: 0000069499 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 251211621 STATE OF INCORPORATION: PA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 001-09114 FILM NUMBER: 98698333 BUSINESS ADDRESS: STREET 1: 130 SEVENTH ST STREET 2: 1030 CENTURY BLDG CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 4122320100 MAIL ADDRESS: STREET 1: 1030 CENTURY BUILDING STREET 2: 130 SEVENTH STREET CITY: PITTSBURGH STATE: PA ZIP: 15222 FORMER COMPANY: FORMER CONFORMED NAME: FRM CORP DATE OF NAME CHANGE: 19711003 8-K/A 1 FORM 8-K/A FILING FOR MYLAN LABORATORIES INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A Current Report Pursuant to Section 13 or 15(d) of The Securities Act of 1934 Date of Report (Date of earliest event reported) August 26, 1998 (August 20, 1998) MYLAN LABORATORIES INC. (Exact name of registrant as specified in its charter) Pennsylvania 1-9114 25-1211621 (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 130 Seventh Street 1030 Century Building Pittsburgh, PA 15222 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (412) 232-0100 Item 5. Other Events. As previously reported, on June 24, 1998, Mylan Laboratories Inc. (the "Company") entered into an Agreement and Plan of Merger with Penederm Incorporated ("Penederm") and a subsidiary of the Company. If the merger is consummated upon the terms proposed, each share of common stock of Penederm will be exchanged for 0.68 shares of common stock of the Company, and Penederm will become a wholly-owned subsidiary of the Company. On August 20, 1998, the Company filed with the Securities and Exchange Commission a registration statement on Form S-4 to register the 6,791,216 shares of its common stock proposed to be issued to the stockholders of Penederm upon consummation of the merger. The registration statement includes the prospectus of the Company and the proxy statement of Penederm for a special meeting of its stockholders proposed to be held to consider approval of the merger. The Company's shares will be offered only by means of the prospectus. Penederm's solicitation of proxies will not commence unless and until the registration statement is declared effective by the Securities and Exchange Commission. As previously reported, the merger is subject to the satisfaction of various conditions. In addition, the Company previously reported in its Quarterly Report on Form 10-Q that a request made by Key Pharmaceuticals for a preliminary injunction in its lawsuit with the Company related to marketing of its nitroglycerin transdermal system had been denied. The Company has since learned that, while Key Pharmaceuticals' request was not granted at the hearing held to consider the matter, the Court has deferred the decision as to whether or not the preliminary injunction should be granted. The Company continues to believe that this suit is without merit and intends to vigorously defend its position. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MYLAN LABORATORIES INC. /s/ Donald C. Schilling Donald C. Schilling Vice President of Corporate Finance Date: August 26, 1998 Pittsburgh, Pennsylvania -----END PRIVACY-ENHANCED MESSAGE-----